Sec Form 4 Filing - Clements Robert M @ EverBank Financial Corp - 2017-03-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clements Robert M 2. Issuer Name and Ticker or Trading Symbol EverBank Financial Corp [ EVER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 501 RIVERSIDE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2017 (Street) JACKSONVILLE, FL32202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 03/29/2017 M( 1 ) 15,322 A $ 0 1,860,608 D Common Stock, par value $0.01 per share 1,044,563 ( 2 ) ( 3 ) I By wife, Ann H. Clements Common Stock, par value $0.01 per share 14,996 I As custodian on behalf of his three children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Units $ 0 03/29/2017 M 15,322 03/29/2017 03/29/2017 Common Stock, par value $0.01 per share 15,322 $ 0 76,614 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clements Robert M 501 RIVERSIDE AVENUE JACKSONVILLE, FL32202 X Chairman and CEO Signatures by: Jean-Marc Corredor as Attorney-in-Fact 04/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the settlement of performance units granted on March 29, 2016. Each performance unit represents the right to receive one share of common stock. ( 2 )Includes 207,572 shares held by the reporting person's wife, Ann H. Clements, as trustee and 40,296 custodian on behalf of one of her children. ( 3 )The reporting person does not have any voting or dispositive power over and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )The performance units will be settled in shares of EVER common stock upon the achievement of certain performance goals. On March 29, 2018, 15323 performance units will vest and convert to shares of common stock if the second performance goal is achieved. On March 29, 2019, up to 76614 performance units may vest and convert to shares of common stock (less the shares that previously vested in 2018) if the third performance goal is achieved.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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